Common use of MANDATORY RIGHTS Clause in Contracts

MANDATORY RIGHTS. Upon written request by the Stockholder, the Company shall, subject to the conditions, and in accordance with the procedures, set forth in this Section 1(b) and Sections 1 (c) and 1(d), file a registration statement, including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act (a "Shelf Registration") if so requested by the Stockholder, (and use its best efforts to cause such registration statement to become effective) and use its best efforts to qualify Shares owned by the Stockholder for sale under the blue sky or securities laws of such states as may be reasonably requested by the Stockholder. The request for registration pursuant to this Section 1(b) shall specify the number of Shares to be registered. The Stockholder shall have the right to select the underwriters and managers to administer the offering, subject to approval of the Company, which approval may not be unreasonably withheld. The Company shall enter into (together with the Stockholder) an underwriting agreement with the underwriter or underwriters, provided that such underwriting agreement is in a customary form and is reasonably acceptable to the Company and the Stockholder. The Company shall be permitted to delay the filing of any registration statement requested pursuant to this Section 1(b) or to delay its effectiveness for a reasonable period of time (in no event to exceed 45 days) if, in the good faith and reasonable judgment of the Board of Directors of the Company, such registration would have a material adverse effect on pending financing transactions, corporate reorganizations or other material events involving the Company, or if the Company, in the good faith judgment of its Board of Directors, reasonably believes that the filing thereof at the time requested would require disclosure of material confidential information which would materially and adversely affect the business or prospects of the Company. Notwithstanding anything herein to the contrary, the Company shall not exercise its right to delay the effectiveness of a registration statement more than twice in any twelve (12) month period. Once the cause of such delay is eliminated, the Company shall promptly notify the Stockholder, and as soon as the Stockholder notifies the Company to proceed, the Company shall file a registration statement and use its best efforts to cause such sale to be registered under the Securities Act and qualified under the securities laws of such states as may be reasonably requested by the Stockholder, all as provided above. Notwithstanding any other provision in this Section 1(b), if the managing underwriter indicates its reasonable belief in writing that the effect of including all or part of the securities requested to be registered by the Stockholder, together with the number of shares to be registered on behalf of Xxxxxx or the Company, if any, in the coverage of such registration statement will materially and adversely affect the sale of such Registrable Shares (which statement of the managing underwriter shall also state the number of Maximum Shares, if any), then the number of Registrable Shares shall be reduced to the Maximum Shares and such Maximum Shares shall be allocated (i) first, to the Stockholder and (ii) second, between the Company and Xxxxxx, in proportion, as nearly as practicable, as such Person's Registrable Shares bears to the aggregate number of Registrable Shares. If the managing underwriter has not limited the number of Shares to be underwritten, the Company and other holders of the Company's securities, in addition to Xxxxxx, may include securities for its (or their) own account in such registration if (A) the managing underwriter so agrees and (B) the number of shares which would otherwise have been included in such registration and underwriting will not thereby be limited and (C) such other securities are then registrable on Form S-3. The Stockholder shall be entitled to request three registrations pursuant to this Section 1(b). The Company shall be obligated to maintain the effectiveness of each such registration statement until the earlier of (A) the sale of all shares registered pursuant thereto, or (B) the date that is two years after the date on which the registration statement is declared effective. The Company shall not be required by this Section 1(b) to effect a registration of Shares unless (A) Form S-3, or another equivalent short-form registration statement, is then available to the Company for such registration, and (B) the aggregate number of the Shares requested to be registered exceeds 500,000 Shares as adjusted for any Adjustments. The Stockholder may withdraw a request under this Section 1(b) in circumstances where the Company is in material breach of its obligations hereunder and has not cured such breach after notice thereof and a reasonable opportunity to do so, or the withdrawal occurs in connection with a delay by the Company or inability of Stockholder to include all of its Shares requested by Stockholder to be so registered or the failure of any requested registration to become or remain effective as provided herein. Any request so withdrawn prior to such registration statement being declared effective shall not constitute a request for determining the number of requests to which Stockholder is entitled.

MANDATORY RIGHTS. Upon written request by the Stockholder, the Company shall, subject to the conditions, and in accordance with the procedures, set forth in this Section 1(b) and Sections 1 (c) and 1(d), file a registration statement, including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act (a "Shelf Registration") if so requested by the Stockholder, (and use its best efforts to cause such registration statement to become effective) and use its best efforts to qualify Shares owned by the Stockholder for sale under the blue sky or securities laws of such states as may be reasonably requested by the Stockholder. The request for registration pursuant to this Section 1(b) shall specify the number of Shares to be registered. The Stockholder shall have the right to select the underwriters and managers to administer the offering, subject to approval of the Company, which approval may not be unreasonably withheld. The Company shall enter into (together with the Stockholder) an underwriting agreement with the underwriter or underwriters, provided that such underwriting agreement is in a customary form and is reasonably acceptable to the Company and the Stockholder. The Company shall be permitted to delay the filing of any registration statement requested pursuant to this Section 1(b) or to delay its effectiveness for a reasonable period of time (in no event to exceed 45 days) if, in the good faith and reasonable judgment of the Board of Directors of the Company, such registration would have a material adverse effect on pending financing transactions, corporate reorganizations or other material events involving the Company, or if the Company, in the good faith judgment of its Board of Directors, reasonably believes that the filing thereof at the time requested would require disclosure of material confidential information which would materially and adversely affect the business or prospects of the Company. Notwithstanding anything herein to the contrary, the Company shall not exercise its right to delay the effectiveness of a registration statement more than twice in any twelve (12) month period. Once the cause of such delay is eliminated, the Company shall promptly notify the Stockholder, and as soon as the Stockholder notifies the Company to proceed, the Company shall file a registration statement and use its best efforts to cause such sale to be registered under the Securities Act and qualified under the securities laws of such states as may be reasonably requested by the Stockholder, all as provided above. Notwithstanding any other provision in this Section 1(b), if the managing underwriter indicates its reasonable belief in writing that the effect of including all or part of the securities requested to be registered by the Stockholder, together with the number of shares to be registered on behalf of Xxxxxx Heller or the Company, if any, in the coverage of such registration statement xxxxxment will materially and adversely affect the sale of such Registrable Shares (which statement of the managing underwriter shall also state the number of Maximum Shares, if any), then the number of Registrable Shares shall be reduced to the number of Maximum Shares and such Maximum Shares shall be allocated (i) first, to the Stockholder and (ii) second, between the Company Company, any other holders including shares in the Registration Statement and XxxxxxHeller, in proportion, as nearly as practicable, as such Person's Registrable Rxxxxxxable Shares bears to the aggregate number of Registrable Shares. If the managing underwriter has not limited the number of Shares to be underwritten, the Company and other holders of the Company's securities, in addition to XxxxxxHeller, may include securities sxxxxxxies for its (or their) own account in such registration if (Ai) the managing underwriter so agrees and agrees, (Bii) the number of shares which would otherwise have been included in such registration and underwriting will not thereby be limited and (Ciii) such other securities are then registrable on Form S-3. The Stockholder shall be entitled to request three registrations one registration during each 12-month period (each, a "Demand Period") pursuant to this Section 1(b). The Company may fulfill a demand by filing a post-effective amendment to an effective Shelf Registration. The first such Demand Period shall commence on the Effective Date of this Agreement and the last such Demand Period shall terminate upon termination of this Agreement in accordance with Section 6. An unexercised demand expires at the expiration of the Demand Period during which it was exercisable, and any such unexercised demand may not be exercised during subsequent Demand Periods. The Company shall be obligated to maintain the effectiveness of each such registration statement until the earlier of (Ai) the sale of all shares registered pursuant thereto, thereto or (Bii) the date that is two years after the date on which the registration statement is declared effective. The Company shall not be required by this Section 1(b) to effect a registration of Shares unless (A) Form S-3, or another equivalent short-form registration statement, is then available to the Company for such registration, and (B) the aggregate number of the Shares requested to be registered exceeds 500,000 Shares as adjusted for any Adjustments. The Stockholder may withdraw a request under this Section 1(b) in circumstances where the Company is in material breach of its obligations hereunder and has not cured such breach after notice thereof and a reasonable opportunity to do so, or the withdrawal occurs in connection with a delay by the Company or inability of Stockholder to include all of its Shares requested by Stockholder to be so registered or the failure of any requested registration to become or remain effective as provided herein. Any request so withdrawn prior to such registration statement being declared effective shall not constitute a request for determining the number of requests to which Stockholder is entitled.

MANDATORY RIGHTS. Upon written request by the Stockholder, the Company shall, subject to the conditions, and in accordance with the procedures, set forth in this Section 1(b) and Sections 1 (c) and 1(d), file a registration statement, including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act (a "Shelf Registration") if so requested by the Stockholder, (and use its best efforts to cause such registration statement to become effective) and use its best efforts to qualify Shares owned by the Stockholder for sale under the blue 2 sky or securities laws of such states as may be reasonably requested by the Stockholder. The request for registration pursuant to this Section 1(b) shall specify the number of Shares to be registered. The Stockholder shall have the right to select the underwriters and managers to administer the offering, subject to approval of the Company, which approval may not be unreasonably withheld. The Company shall enter into (together with the Stockholder) an underwriting agreement with the underwriter or underwriters, provided that such underwriting agreement is in a customary form and is reasonably acceptable to the Company and the Stockholder. The Company shall be permitted to delay the filing of any registration statement requested pursuant to this Section 1(b) or to delay its effectiveness for a reasonable period of time (in no event to exceed 45 days) if, in the good faith and reasonable judgment of the Board of Directors of the Company, such registration would have a material adverse effect on pending financing transactions, corporate reorganizations or other material events involving the Company, or if the Company, in the good faith judgment of its Board of Directors, reasonably believes that the filing thereof at the time requested would require disclosure of material confidential information which would materially and adversely affect the business or prospects of the Company. Notwithstanding anything herein to the contrary, the Company shall not exercise its right to delay the effectiveness of a registration statement more than twice in any twelve (12) month period. Once the cause of such delay is eliminated, the Company shall promptly notify the Stockholder, and as soon as the Stockholder notifies the Company to proceed, the Company shall file a registration statement and use its best efforts to cause such sale to be registered under the Securities Act and qualified under the securities laws of such states as may be reasonably requested by the Stockholder, all as provided above. Notwithstanding any other provision in this Section 1(b), if the managing underwriter indicates its reasonable belief in writing that the effect of including all or part of the securities requested to be registered by the Stockholder, together with the number of shares to be registered on behalf of Xxxxxx or the Company, if any, in the coverage of such registration statement will materially and adversely affect the sale of such Registrable Shares (which statement of the managing underwriter shall also state the number of Maximum Shares, if any), then the number of Registrable Shares shall be reduced to the Maximum Shares and such Maximum Shares shall be allocated (i) first, to the Stockholder and (ii) second, between the Company and Xxxxxx, in proportion, as nearly as practicable, as such Person's Registrable Shares bears to the aggregate number of Registrable Shares. If the managing underwriter has not limited the number of Shares to be underwritten, the Company and other holders of the Company's securities, in addition to Xxxxxx, may include securities for its (or their) own account in such registration if (A) the managing underwriter so agrees and (B) the number of shares which would otherwise have been included in such registration and underwriting will not thereby be limited and (C) such other securities are then registrable on Form S-3. The Stockholder shall be entitled to request three registrations pursuant to this Section 1(b). The Company shall be obligated to maintain the effectiveness of each such registration statement until the earlier of (A) the sale of all shares registered pursuant thereto, or (B) the date that is two years after the date on which the registration statement is declared effective. The Company shall not 3 be required by this Section 1(b) to effect a registration of Shares unless (A) Form S-3, or another equivalent short-form registration statement, is then available to the Company for such registration, and (B) the aggregate number of the Shares requested to be registered exceeds 500,000 Shares as adjusted for any Adjustments. The Stockholder may withdraw a request under this Section 1(b) in circumstances where the Company is in material breach of its obligations hereunder and has not cured such breach after notice thereof and a reasonable opportunity to do so, or the withdrawal occurs in connection with a delay by the Company or inability of Stockholder to include all of its Shares requested by Stockholder to be so registered or the failure of any requested registration to become or remain effective as provided herein. Any request so withdrawn prior to such registration statement being declared effective shall not constitute a request for determining the number of requests to which Stockholder is entitled.. (c)

MANDATORY RIGHTS. Upon written request by the Stockholder, the Company shall, subject to the conditions, and in accordance with the procedures, set forth in this Section 1(b) and Sections 1 (c) and 1(d), file a registration statement, including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act (a "Shelf Registration") if so requested by the Stockholder, (and use its best efforts to cause such registration statement to become effective) and use its best efforts to qualify Shares owned by the Stockholder for sale under the blue sky or securities laws of such states as may be reasonably requested by the Stockholder. The request for registration pursuant to this Section 1(b) shall specify the number of Shares to be registered. The Stockholder shall have the right to select the underwriters and managers to administer the offering, subject to approval of the Company, which approval may not be unreasonably withheld. The Company shall enter into (together with the Stockholder) an underwriting agreement with the underwriter or underwriters, provided that such underwriting agreement is in a customary form and is reasonably acceptable to the Company and the Stockholder. The Company shall be permitted to delay the filing of any registration statement requested pursuant to this Section 1(b) or to delay its effectiveness for a reasonable period of time (in no event to exceed 45 days) if, in the good faith and reasonable judgment of the Board of Directors of the Company, such registration would have a material adverse effect on pending financing transactions, corporate reorganizations or other material events involving the Company, or if the Company, in the good faith judgment of its Board of Directors, reasonably believes that the filing thereof at the time requested would require disclosure of material confidential information which would materially and adversely affect the business or prospects of the Company. Notwithstanding anything herein to the contrary, the Company shall not exercise its right to delay the effectiveness of a registration statement more than twice in any twelve (12) month period. Once the cause of such delay is eliminated, the Company shall promptly notify the Stockholder, and as soon as the Stockholder notifies the Company to proceed, the Company shall file a registration statement and use its best efforts to cause such sale to be registered under the Securities Act and qualified under the securities laws of such states as may be reasonably requested by the Stockholder, all as provided above. Notwithstanding any other provision in this Section 1(b), if the managing underwriter indicates its reasonable belief in writing that the effect of including all or part of the securities requested to be registered by the Stockholder, together with the number of shares to be registered on behalf of Xxxxxx or Hellxx xx the Company, if any, in the coverage of such registration statement will materially and adversely affect the sale of such Registrable Shares (which statement of the managing underwriter shall also state the number of Maximum Shares, if any), then the number of Registrable Shares shall be reduced to the Maximum Shares and such Maximum Shares shall be allocated (i) first, to the Stockholder and (ii) second, between the Company and XxxxxxHellxx, in xx proportion, as nearly as practicable, as such Person's Registrable Shares bears to the aggregate number of Registrable Shares. If the managing underwriter has not limited the number of Shares to be underwritten, the Company and other holders of the Company's securities, in addition to XxxxxxHellxx, may xxy include securities for its (or their) own account in such registration if (A) the managing underwriter so agrees and (B) the number of shares which would otherwise have been included in such registration and underwriting will not thereby be limited and (C) such other securities are then registrable on Form S-3. The Stockholder shall be entitled to request three registrations pursuant to this Section 1(b). The Company shall be obligated to maintain the effectiveness of each such registration statement until the earlier of (A) the sale of all shares registered pursuant thereto, or (B) the date that is two years after the date on which the registration statement is declared effective. The Company shall not be required by this Section 1(b) to effect a registration of Shares unless (A) Form S-3, or another equivalent short-form registration statement, is then available to the Company for such registration, 4 and (B) the aggregate number of the Shares requested to be registered exceeds 500,000 Shares as adjusted for any Adjustments. The Stockholder may withdraw a request under this Section 1(b) in circumstances where the Company is in material breach of its obligations hereunder and has not cured such breach after notice thereof and a reasonable opportunity to do so, or the withdrawal occurs in connection with a delay by the Company or inability of Stockholder to include all of its Shares requested by Stockholder to be so registered or the failure of any requested registration to become or remain effective as provided herein. Any request so withdrawn prior to such registration statement being declared effective shall not constitute a request for determining the number of requests to which Stockholder is entitled.